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Document and Entity Information
3 Months Ended
Mar. 31, 2013
Apr. 30, 2013
Document Information [Line Items]
Document Type 10-Q
Amendment Flag false
Document Period End Date Mar 31, 2013
Document Fiscal Year Focus 2013
Document Fiscal Period Focus Q1
Trading Symbol BGMD
Entity Registrant Name BG MEDICINE, INC.
Entity Central Index Key 0001407038
Current Fiscal Year End Date --12-31
Entity Filer Category Accelerated Filer
Entity Common Stock, Shares Outstanding 27,578,276
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Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2013
Dec. 31, 2012
Current assets
Cash and cash equivalents $ 21,096 $ 12,786
Restricted cash 322 390
Accounts receivable 299 395
Inventory 410 447
Prepaid expenses and other current assets 806 558
Total current assets 22,933 14,576
Property and equipment, net 130 197
Intangible assets, net 351 372
Deposits and other assets 78 96
Total assets 23,492 15,241
Current liabilities
Term loan, current portion 3,922 3,245
Accounts payable 1,357 1,110
Accrued expenses 3,867 3,549
Deferred revenue and customer deposits 345 411
Total current liabilities 9,491 8,315
Term loan, net of current portion 5,619 6,612
Other liabilities 3 5
Total liabilities 15,113 14,932
Commitments and contingencies (Note 5)      
Stockholders' equity
Common stock; $.001 par value; 100,000,000 shares authorized at March 31, 2013 and December 31, 2012; 27,578,276 and 20,515,398 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively 28 21
Additional paid-in capital 150,852 137,377
Accumulated deficit (142,501) (137,089)
Total stockholders' equity 8,379 309
Total liabilities and stockholders' equity $ 23,492 $ 15,241
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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 27,578,276 20,515,398
Common stock, shares outstanding 27,578,276 20,515,398
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Condensed Consolidated Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Revenues:
Product revenue $ 820 $ 416
Service revenue 68 64
Total revenues 888 480
Costs and operating expenses:
Product costs 280 147
Service costs 68 64
Research and development 1,376 2,980
Selling and marketing 2,144 2,904
General and administrative 1,821 1,885
Total costs and operating expenses 5,689 7,980
Loss from operations (4,801) (7,500)
Non-cash consideration associated with stock purchase agreement (329)
Interest income 4
Interest expense (289) (153)
Other income (expense) 3 (10)
Net loss $ (5,412) $ (7,663)
Net loss per share - basic and diluted $ (0.21) $ (0.38)
Weighted-average common shares outstanding used in computing per share amounts - basic and diluted 25,318,606 19,977,632
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Condensed Consolidated Statements Of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Cash flows from operating activities
Net loss $ (5,412) $ (7,663)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization 61 77
Stock-based compensation 355 777
Non-cash interest expense 43 30
Non-cash consideration associated with stock purchase agreement 329
Gain on sale of property and equipment (53)
Changes in operating assets and liabilities
Restricted cash 68 4
Accounts receivable 96 (90)
Inventory 37 (316)
Prepaid expenses and other assets (258) (269)
Accounts payable and accrued expenses 565 1,803
Deferred revenue and customer deposits (66) (75)
Net cash flows used in operating activities (4,235) (5,722)
Cash flows from investing activities
Purchases of property and equipment (82)
Proceeds from the sale of property and equipment 80
Net cash flows provided by (used in) investing activities 80 (82)
Cash flows from financing activities
Proceeds from public offering 13,058
Proceeds from issuance of term loan 10,000
Payments on term loan (333)
Costs related to term loan issuance (256)
Transaction fees related to public offering (287)
Proceeds from the exercise of stock options 27 138
Net cash flows provided by financing activities 12,465 9,882
Net increase in cash and cash equivalents 8,310 4,078
Cash and cash equivalents, beginning of period 12,786 23,874
Cash and cash equivalents, end of period 21,096 27,952
Supplemental disclosure of cash flow information
Cash paid for interest 226 62
Supplemental disclosure of non-cash activities
Issuance of common stock warrants $ 240
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Description of Business and Basis of Presentation
3 Months Ended
Mar. 31, 2013
Description of Business and Basis of Presentation
1. Description of Business and Basis of Presentation

Description of Business

BG Medicine, Inc. (“BG Medicine” or the “Company”) is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3® test, which is available in the United States for use as an aid in assessing the prognosis of patients diagnosed with chronic heart failure and in Europe for use as an aid in assessing the prognosis of patients diagnosed with chronic heart failure or acute heart failure, and for screening individuals in the general adult population who are at risk for developing new-onset heart failure. The Company’s second diagnostic test is the CardioSCORE TM test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke, and is available in Europe.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2013 and results of operations and cash flows for the interim periods ended March 31, 2013 and 2012. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. The results of the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013 or for any other interim period or for any other future year.

At March 31, 2013, the Company had cash and cash equivalents totaling $21.1 million, excluding restricted cash. During the three months ended March 31, 2013, the Company incurred a net loss of $5.4 million and used $4.2 million of cash in operating activities. The Company expects to continue to incur losses and use cash in operating activities during the remainder of 2013 and beyond.

The Company believes that its existing cash and cash equivalents, funding from the January 2013 public offering (Note 7), and availability of up to $12.0 million under its common stock purchase agreement with Aspire Capital Fund, LLC, (Note 6) will in total be sufficient to meet its anticipated cash requirements for at least the next twelve months.

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Significant Accounting Policies
3 Months Ended
Mar. 31, 2013
Significant Accounting Policies
2. Significant Accounting Policies

Inventory

Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following:

 

(in thousands)         March 31, 2013               December 31, 2012      

Raw materials

     $ 77                     $ 81                       

Finished goods

     333                     366                      
  

 

 

    

 

 

 

Total inventories

     $ 410                    $ 447                     
  

 

 

    

 

 

 

 

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common share equivalents outstanding for the period, determined using the treasury-stock method and the as-if-converted method, for convertible securities, if inclusion of these is not antidilutive. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented.

The following table summarizes the computation of basic and diluted net loss per share for the three months ended March 31, 2013 and 2012:

 

     2013      2012  
       (in thousands, except share and per share data)    

Net loss

       $ (5,412)             $ (7,663)               

Weighted average number of shares - basic and diluted

     25,318,606           19,977,632               

Net loss per share - basic and diluted

       $ (0.21)             $ (0.38)               

For the three months ended March 31, 2013 and 2012, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported:

 

                     2013                                     2012                 

Options to purchase common stock

   2,210,335         3,704,711     

Warrants to purchase common stock

   1,086,343         1,134,042     
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Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2013
Fair Value of Financial Instruments
3. Fair Value of Financial Instruments

At March 31, 2013, the Company’s financial instruments consist of cash equivalents, restricted cash, accounts receivable, accounts payable, debt and certain warrant instruments. The carrying amounts of accounts receivable and accounts payable are considered reasonable estimates of their fair value, due to the short maturity of these instruments. The carrying amount of the current debt at March 31, 2013 was considered a reasonable estimate of fair value due to its short maturity. The carrying amount of the long term debt was considered a reasonable estimate of fair value because the Company’s interest rate is near current market rates for instruments with similar characteristics.

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Term Loan
3 Months Ended
Mar. 31, 2013
Term Loan
4. Term Loan

On February 10, 2012, the Company entered into a $15.0 million loan facility. Initial funding under the facility was $10.0 million, which was received by the Company upon closing. The Company did not achieve the required revenue milestone to qualify for the additional $5.0 million term loan. The term loan accrues interest at a rate of 8% per annum plus the higher of (a) the 3-month LIBOR rate or (b) 1.25%. Interest only payments will be made for the first twelve months of the loan term. Principal payments commenced in March 2013 and principal and interest payments continue through maturity at September 2015. The interest rate in effect at March 31, 2013 was 9.25%.

In connection with this loan facility, the Company issued warrants to purchase 36,657 shares of its common stock with an exercise price of $6.82 per share. The warrants expire ten years from the date of issuance. The warrants were valued using the Black-Scholes option pricing model using the following assumptions: fair value of the underlying common stock of $8.51 per share; volatility of 70%; no dividend yield; risk free interest rate of 1.96%; and an expected life of ten years. The relative fair value of the warrants, aggregating $240,000, has been accounted for as a debt discount and is being recognized as interest expense over the term of the loan using the effective interest method. These warrants have been classified as equity instruments and are included within additional paid-in capital.

At March 31, 2013, the Company had $9.7 million outstanding under the term loan and had an unamortized debt discount of $126,000.

The term loan is secured by substantially all of the Company’s assets, other than its intellectual property, for which the Company has provided a negative pledge. The term loan agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among others, covenants that limit or restrict the Company’s ability to incur indebtedness, merge or consolidate, dispose of assets, make acquisitions, pay dividends or make distributions, or repurchase stock. In addition, the term loan agreement contains customary events of default that entitle the lenders to cause any or all of the Company’s indebtedness under the term loan agreement to become immediately due and payable and could cause the lenders to foreclose on the collateral securing the indebtedness, including the Company’s cash and cash equivalents. The events of default include, among others, non-payment, inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency and the occurrence of a material adverse effect (as defined in the term loan agreement). The Company has determined that the risk of a subjective acceleration under the material adverse effect clause, absent acceleration under other enumerated events of default, is remote.

In May 2013, the Company amended its loan and security agreement to allow for a three month deferral of principal amortization beginning May 1, 2013 and to allow for up to an additional three months of deferral based on the Company meeting minimum liquidity requirements, as defined in the amendment. The amendment also increased certain loan fees by $50,000 and required the issuance of 110,401 additional warrants at $1.70 per share and adjusted the warrant price of previously issued warrants to $1.70 per share.

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Commitments and Contingencies
3 Months Ended
Mar. 31, 2013
Commitments and Contingencies
5. Commitments and Contingencies

From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. An estimated loss contingency is accrued in the financial statements if it is possible that a liability has been incurred and the amount of the loss can be reasonably estimated. No such amounts are accrued at March 31, 2013.

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Common Stock Purchase Agreement
3 Months Ended
Mar. 31, 2013
Common Stock Purchase Agreement
6. Common Stock Purchase Agreement

On January 24, 2013, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire”) to purchase, at the Company’s option, up to an aggregate of $12.0 million of shares of its common stock over a two-year term. The Company may initiate sales to Aspire after the SEC declares a registration statement relating to the transaction effective. Under the Agreement, the Company initially issued 132,743 shares of its common stock as a commitment fee. The Company’s sales to Aspire will be made subject to market conditions, in light of its capital needs and under various limitations contained in the Aspire Agreement.

Over the term of the Agreement, the Company has two ways to elect to sell common stock to Aspire on any business day the Company selects: (1) through a regular purchase of up to 100,000 shares at prices based on the market price of the Company’s common stock prior to the time of each sale, and (2) through a volume weighted average price, or VWAP, purchase of a number of shares up to 30% of the volume traded on the purchase date at a price equal to the lesser of the closing sale price or 95% of the VWAP for such purchase date.

The Company agreed not to sell shares to Aspire under the Purchase Agreement for a period of six months following the date the Company entered into the Purchase Agreement. The Company also entered into a Registration Rights Agreement with Aspire, which provides, among other things, that the Company will register shares issued to them and to be sold to them.

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Public Offering
3 Months Ended
Mar. 31, 2013
Public Offering
7. Public Offering

On January 25, 2013, the Company closed a follow-on underwritten public offering of 6,900,000 shares of its common stock, at an offering price of $2.00 per share, for gross proceeds of $13.8 million. The net offering proceeds received by the Company, after deducting underwriting discounts and commissions and expenses incurred in connection with the offering, were approximately $12.8 million.

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Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2013
Inventory

Inventory

Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following:

 

(in thousands)         March 31, 2013               December 31, 2012      

Raw materials

     $ 77                     $ 81                       

Finished goods

     333                     366                      
  

 

 

    

 

 

 

Total inventories

     $ 410                    $ 447                     
  

 

 

    

 

 

 
Net Loss Per Share

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common share equivalents outstanding for the period, determined using the treasury-stock method and the as-if-converted method, for convertible securities, if inclusion of these is not antidilutive. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented.

The following table summarizes the computation of basic and diluted net loss per share for the three months ended March 31, 2013 and 2012:

 

     2013      2012  
       (in thousands, except share and per share data)    

Net loss

       $ (5,412)             $ (7,663)               

Weighted average number of shares - basic and diluted

     25,318,606           19,977,632               

Net loss per share - basic and diluted

       $ (0.21)             $ (0.38)               

For the three months ended March 31, 2013 and 2012, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported:

 

                     2013                                     2012                 

Options to purchase common stock

   2,210,335         3,704,711     

Warrants to purchase common stock

   1,086,343         1,134,042     
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Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2013
Summary of Inventories

Inventories consisted of the following:

 

(in thousands)         March 31, 2013               December 31, 2012      

Raw materials

     $ 77                     $ 81                       

Finished goods

     333                     366                      
  

 

 

    

 

 

 

Total inventories

     $ 410                    $ 447                     
  

 

 

    

 

 

 
Summary of Computation of Basic and Diluted Net Loss Per Share

The following table summarizes the computation of basic and diluted net loss per share for the three months ended March 31, 2013 and 2012:

 

     2013      2012  
       (in thousands, except share and per share data)    

Net loss

       $ (5,412)             $ (7,663)               

Weighted average number of shares - basic and diluted

     25,318,606           19,977,632               

Net loss per share - basic and diluted

       $ (0.21)             $ (0.38)               
Common Shares Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders

For the three months ended March 31, 2013 and 2012, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported:

 

                     2013                                     2012                 

Options to purchase common stock

   2,210,335         3,704,711     

Warrants to purchase common stock

   1,086,343         1,134,042     
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Description of Business and Basis of Presentation - Additional Information (Detail) (USD $)
3 Months Ended 1 Months Ended 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2012
Dec. 31, 2011
Jan. 24, 2013
Common Stock Purchase Agreement
Aspire Capital Fund Llc
Mar. 31, 2013
Common Stock Purchase Agreement
Aspire Capital Fund Llc
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents $ 21,096,000 $ 27,952,000 $ 12,786,000 $ 23,874,000
Net loss (5,412,000) (7,663,000)
Net cash flows used in operating activities (4,235,000) (5,722,000)
Common stock sale amount under purchase agreement $ 12,000,000 $ 12,000,000
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Summary of Inventories (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2013
Dec. 31, 2012
Inventory Disclosure [Line Items]
Raw materials $ 77 $ 81
Finished goods 333 366
Total inventories $ 410 $ 447
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Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]
Net loss $ (5,412) $ (7,663)
Weighted average number of shares - basic and diluted 25,318,606 19,977,632
Net loss per share - basic and diluted $ (0.21) $ (0.38)
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Common Shares Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail)
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share 2,210,335 3,704,711
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share 1,086,343 1,134,042
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Term Loan - Additional Information (Detail) (Term loans, USD $)
3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
Mar. 31, 2013
Dec. 31, 2012
Feb. 10, 2012
May 31, 2013
Scenario, Forecast
Subsequent Event
May 31, 2013
Adjustment of Previously Reported
Scenario, Forecast
Subsequent Event
Dec. 31, 2012
Milestones Not Considered Probable of Achievement
Debt Instrument [Line Items]
Maximum borrowing capacity of loan facility $ 15,000,000
Loan facility amount borrowed 9,700,000 10,000,000
Loan facility additional borrowing capacity 5,000,000
Line of credit, interest rate 8.00%
Principal and interest payments beginning date Mar 31, 2013
Principal and interest payments maturity date Sep 30, 2015
Interest rate description The term loan accrues interest at a rate of 8% per annum plus the higher of (a) the 3-month LIBOR rate or (b) 1.25%. Interest only payments will be made for the first twelve months of the loan term. Principal payments commenced in March 2013 and principal and interest payments continue through maturity at September 2015. The interest rate in effect at March 31, 2013 was 9.25%.
Line of credit, current interest rate 9.25%
Warrant issued to purchase common stock 36,657 110,401
Exercise price of common stock 6.82 1.7 1.7
Warrant expiration period 10 years
Fair value of the underlying common stock $ 8.51
Warrant, volatility 70.00%
Warrant, weighted average risk-free interest rate 1.96%
Warrant fair value 240,000
Unamortized debt discount 126,000
Increase in loan fee $ 50,000
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Common Stock Purchase Agreement - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 3 Months Ended
Jan. 24, 2013
Mar. 31, 2013
Maximum
Schedule Of Common Share Purchase [Line Items]
Additional purchase of common stock 100,000
Common Stock Purchase Agreement | Aspire Capital Fund Llc
Schedule Of Common Share Purchase [Line Items]
Common stock sale amount under purchase agreement $ 12 $ 12
Common shares issued as consideration for common stock purchase agreement 132,743
Common stock sale period 2 years
Closing Sale Price | Maximum
Schedule Of Common Share Purchase [Line Items]
Percentage of shares to purchase 30.00%
VWAP
Schedule Of Common Share Purchase [Line Items]
Percentage of closing sale price 95.00%
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Public Offering - Additional Information (Detail) (Underwritten Public Offering, USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended
Jan. 25, 2013
Underwritten Public Offering
Equity [Line Items]
Shares of common stock under public offering 6,900,000
Common stock Offering price $ 2
Gross proceeds offering $ 13.8
Offering proceeds net of underwriting discounts, commissions and expenses $ 12.8
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